


















false
FY
0001710495











































P1Y
76266











0001710495


2023-02-01
2024-01-31




0001710495


2024-05-05




0001710495


2024-01-31




0001710495


2023-01-31




0001710495


2022-02-01
2023-01-31




0001710495

us-gaap:CommonStockMember



2022-01-31




0001710495

us-gaap:AdditionalPaidInCapitalMember



2022-01-31




0001710495

PNXP:SubscriptionReceivableMember



2022-01-31




0001710495

us-gaap:RetainedEarningsMember



2022-01-31




0001710495


2022-01-31




0001710495

us-gaap:CommonStockMember



2023-01-31




0001710495

us-gaap:AdditionalPaidInCapitalMember



2023-01-31




0001710495

PNXP:SubscriptionReceivableMember



2023-01-31




0001710495

us-gaap:RetainedEarningsMember



2023-01-31




0001710495

us-gaap:CommonStockMember



2022-02-01
2023-01-31




0001710495

us-gaap:AdditionalPaidInCapitalMember



2022-02-01
2023-01-31




0001710495

PNXP:SubscriptionReceivableMember



2022-02-01
2023-01-31




0001710495

us-gaap:RetainedEarningsMember



2022-02-01
2023-01-31




0001710495

us-gaap:CommonStockMember



2023-02-01
2024-01-31




0001710495

us-gaap:AdditionalPaidInCapitalMember



2023-02-01
2024-01-31




0001710495

PNXP:SubscriptionReceivableMember



2023-02-01
2024-01-31




0001710495

us-gaap:RetainedEarningsMember



2023-02-01
2024-01-31




0001710495

us-gaap:CommonStockMember



2024-01-31




0001710495

us-gaap:AdditionalPaidInCapitalMember



2024-01-31




0001710495

PNXP:SubscriptionReceivableMember



2024-01-31




0001710495

us-gaap:RetainedEarningsMember



2024-01-31




0001710495

PNXP:PNPLXPRESSXINCMember



2024-01-31




0001710495

PNXP:GoldstarIndustreesMember



2024-01-31




0001710495

PNXP:PNPLXPRESSIncMember



2024-01-31




0001710495

PNXP:PNPLXPRESSIIIncMember



2024-01-31




0001710495

PNXP:PineappleEquitiesIncMember



2024-01-31




0001710495

PNXP:FiveSixSixZeroWPicoAndHopeMember



2024-01-31




0001710495

PNXP:TwoThreeSeventyEightyWestwoodPartnersMember



2024-01-31




0001710495

PNXP:OneNineEightyFourOneVenturaAndHopeMember



2024-01-31




0001710495

PNXP:OneFourEightyFiveWSunsetAndHopeMember



2024-01-31




0001710495

PNXP:EquityMethodInvestmentMember



2024-01-31




0001710495

PNXP:EquipmentAndSoftwareMember
srt:MinimumMember



2024-01-31




0001710495

PNXP:EquipmentAndSoftwareMember
srt:MaximumMember



2024-01-31




0001710495

us-gaap:LeaseholdImprovementsMember



2024-01-31




0001710495

us-gaap:SubsequentEventMember
us-gaap:TreasuryStockCommonMember



2024-03-01
2024-03-31




0001710495

us-gaap:SubsequentEventMember



2024-02-01
2024-04-30




0001710495


2023-11-01
2024-01-31



iso4217:USD


xbrli:shares




iso4217:USD


xbrli:shares




xbrli:pure




 

 

 
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
 
FORM
10-K
 
(Mark
One)
 


☒
ANNUAL
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
For
the fiscal year ended January 31, 2024
 
or
 


☐
TRANSITION
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
For
the transition period from ___________ to ___________
 
Commission
File Number: 001-41762
 
PINEAPPLE
EXPRESS CANNABIS COMPANY

(Exact
name of registrant as specified in its charter)
 


Nevada
 
36-4864568


(State
or other jurisdiction of 
incorporation or organization)
 
(I.R.S.
    Employer
Identification
    No.)

 
12301
Wilshire Blvd., Suite 302
Los
Angeles, CA 90025
(Address
of principal executive offices) (Zip Code)
 
888-245-5703
(Registrant’s
telephone number, including area code)
 
Minaro
Corp
(Former
name, former address and former fiscal year, if changed since last report)
 
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: None
 
Securities
registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.0000001 par value
 
Common
stock, par value $0. 001
(Title
of each class)
 
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
 
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
No
 
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☐ No ☒
 
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
 
Indicate
by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large-accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 


Large-accelerated
    filer
☐
Accelerated
    filer
☐

Non-accelerated
    filer
☒
Smaller
    reporting company
☒

 
 
Emerging
    growth company
☐

 
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
 

If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
 
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
 
State
the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 19,834,550
 common shares issued and outstanding as of May 5, 2024.

 
 

 

 
 

 

TABLE
OF CONTENTS
 



 
Page

 
 
 

PART I
 
 

 
 
 

Item
    1.
Description of Business.
4

Item
    1A.
Risk Factors.
8

Item
    1B.
Unresolved Staff Comments.
19

Item
    2
Properties.
19

Item
    3.
Legal proceedings.
19

Item
    4.
Mine Safety Disclosures.
19

 
 
 

PART II
 
 

 
 
 

Item
    5.
Market for Common Equity and Related Stockholder Matters.
19

Item
    6.
Selected Financial Data.
20

Item
    7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
20

Item
    7A.
Quantitative and Qualitative Disclosures About Market Risk.
21

Item
    8.
Financial Statements and Supplementary Data.
22

Item
    9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
32

Item
    9A (T).
Controls and Procedures
32

Item
    9B.
Other Information.
34

 
 
 

PART III
 
 

 
 
 

Item
    10
Directors, Executive Officers, Promoters and Control Persons of the Company.
34

Item
    11.
Executive Compensation.
35

Item
    12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
36

Item
    13.
Certain Relationships and Related Transactions, and Director Independence.
36

Item
    14.
Principal Accounting Fees and Services.
36

 
 
 

PART IV
 
 

 
 
 

Item
    15.
Exhibits
37

 
 
 

Signatures
38

 


2
 


 

Use
of Market and Industry Data
 
This
Annual Report on Form 10-K for the fiscal year ended January 31, 2024 (this “Annual Report”) includes market and industry
data that we have obtained from third-party sources, including industry publications, as well as industry data prepared by our management
on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and
assumptions relating to such industries based on that knowledge). Management has developed its knowledge of such industries through its
experience and participation in these industries. While our management believes the third-party sources referred to in this Annual Report
are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this Annual
Report or ascertained the underlying economic assumptions relied upon by such sources. Furthermore, references in this Annual Report
to any publications, reports, surveys, or articles prepared by third parties should not be construed as depicting the complete findings
of the entire publication, report, survey, or article. The information in any such publication, report, survey, or article is not incorporated
by reference in this Annual Report.
 
Forecasts
and other forward-looking information obtained from these sources involve risks and uncertainties and are subject to change based on
various factors, including those discussed in sections entitled “Forward-Looking Statements,” “Item 1A. Risk Factors”
and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual
Report.
 
Trademarks,
Service Marks and Trade Names
 
This
Annual Report contains references to our trademarks, service marks and trade names and to trademarks, service marks and trade names belonging
to other entities. Solely for convenience, trademarks, service marks and trade names referred to in this Annual Report, including logos,
artwork, and other visual displays, may appear without the ® or TM symbols, but such references are not intended
to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.
We do not intend our use or display of other companies’ trade names, service marks or trademarks or any artists’ or other
individuals’ names to imply a relationship with, or endorsement or sponsorship of us by, any other companies or persons.
 

3
 

 

PART
I
 
Item
1. Description of Business
 
This
Annual Report (including, but not limited to, the following disclosures regarding our Business) contains forward-looking statements regarding
our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions
or variations of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking
statements in this Annual Report. Additionally, statements concerning future matters such as the development of new products, enhancements
or technologies, sales levels, expense levels and other statements regarding matters that are not historical are forward-looking statements.
 
Forward-looking
statements in this Annual Report reflect our good faith judgment based on facts and factors currently known to us. Forward-looking statements
are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes
discussed in or anticipated by the forward-looking statements. Readers are urged not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Annual Report. We undertake no obligation to revise or update any forward-looking
statements in order to reflect any event or circumstance that may arise after the date of this Annual Report. Readers are urged to carefully
review and consider the various disclosures made in this Annual Report, which attempt to advise interested parties of the risks and factors
that may affect our business, financial condition, results of operations and prospects.
 
Corporate
History
 
The
Company was incorporated as “Minaro Corp.” under the laws of the State of Nevada on March 14, 2017.
 
On
December 18, 2022, Minaro Corp., a Nevada corporation (the “Company”), Yulia Lazaridou, the majority shareholder of the Company
(“Lazaridou”), Pineapple Consolidated, Inc., a California corporation (“PCI”) and the shareholders of PCI (“PCI
Shareholders”), entered into a Share Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement,
the PCI Shareholders exchanged (the “Exchange Transaction”) 50,000 outstanding shares of common stock of PCI, representing
fifty percent (50%) of the outstanding shares of PCI common stock, for eighteen million (18,000,000) newly issued shares of Minaro common
stock.
 
In
addition, on December 18, 2022, in a transaction related to and a condition to the Exchange Transaction, Lazaridou and the Company entered
into that certain Resignation, Separation and Release Agreement (the “Resignation Agreement”), pursuant to which (a) the
Company redeemed 2,800,000 shares of Company common stock owned by Lazaridou (the “Lazaridou Shares’) in exchange for a payment
by the Company of $540,904 and (b) Lazaridou, as of December 21, 2022, resigned as the sole director, officer and employee of the Company.
 
In
order to fund the payment for the Lazaridou Shares, contemporaneous with the Exchange, on December 18, 2022, PCI loaned $540,904 to the
Company. The loan (the “PCI Loan”) matures on June 30, 2023 and earns interest at an annual rate of 1%.
 
In
addition, on December 18, 2022, Lazaridou, as sole director and majority shareholder, executed a written consent in lieu of a meeting
providing that (i) Matthew Feinstein be elected as the sole director of the Company as well as Chief Executive Officer, President, Secretary,
Chairman of the Board and Interim Chief Financial Officer, (ii) accepted the resignation of Lazaridou and (iii) approved the Exchange
Agreement and Resignation Agreement. As a result of these transactions, the PCI Shareholders own a majority of the shares of Minaro common
stock, and the Company owns fifty percent (50%) of the PCI common stock.
 
On
January 5, 2023, the Company filed Restated Articles of Incorporation with the State of Nevada following approval of the sole director
and majority shareholder (“Restated Articles”). The Restated Articles (i) changed the name of the Company to Pineapple Express
Cannabis Company, (ii) added an additional authorized class of capital stock, namely ten million (10,000,000) shares of Preferred Stock,
in addition to the previously authorized seventy-five million (75,000,000) shares of Common Stock. As a result, the name of the Company
now has been changed to Pineapple Express Cannabis Company.
 

4
 

 

On
December 30, 2022 the Company applied to the Financial Industry Regulatory Authority (“FINRA”) for approval with respect
to the change of the Company’s name in the Restated Articles. The Company separately applied to FINRA to change the Company’s
stock ticker trading symbol. These two corporate actions were subject to FINRA review and clearance which was received during this reporting
period.
 
Business
Operations
 
Pineapple
Express Cannabis Company is based in Los Angeles, California. The Company’s wholly owned operating subsidiary, Ananas Growth Ventures,
serves as an incubator, helping early-stage ventures and startups in the cannabis sector through funding, mentoring, and training. The
Company is also engaged in legal cannabis retail through its 50% owned equity method investee, Pineapple Consolidated Inc. (“PCI”).
PCI runs Pineapple Express, a cannabis retailer and owns and manages retail cannabis ventures. PCI seeks to become a leading portfolio
management company in the U.S. cannabis industry. With its headquarters in Los Angeles, Pineapple Express is rapidly increasing its footprint
throughout California and is looking to scale into underdeveloped markets.
 
PCI
has executed management contracts for 10% revenue sharing with nine entities in which it holds an equity interest through its wholly
owned subsidiary, PNPL Holdings, Inc. Those entities are shown below:
 


 
●
    
PNPLXpress
    X, Inc. (“Van Nuys Dispensary”): 10% as of January 31, 2024 (dispensary and delivery).

 
 
 

 
●
    
Goldstar
    Industrees (“Northridge Dispensary”): 29% as of January 31, 2024 (dispensary and delivery).

 
 
 

 
●
    
PNPLXpress,
    Inc. (“Hollywood Dispensary”): 10% equity interest as of January 31, 2024 (dispensary and delivery).

 
 
 

 
●
    
PNPLXpress
    II, Inc. (“Northeast LA Dispensary”): 49% interest as of January 31, 2024 (dispensary and delivery).

 
 
 

 
●
    
Pineapple
    Equities, Inc. (“Beverly Grove Dispensary”): 24% equity interest as of January 31, 2024 (dispensary and delivery).

 
 
 

 
●
    
5660
    W. Pico & Hope (Mid-Wilshire Dispensary): 49% equity interest as of January 31, 2024 (dispensary and delivery).

 
 
 

 
●
    
2378
    Westwood Partners (Westwood Dispensary): 19% equity interest as of January 31, 2024 (dispensary and delivery). 

 
 
 

 
●
    
19841
    Ventura & Hope (Woodland Hills Dispensary): 49% equity interest as of January 31, 2024 (dispensary and delivery). 

 
 
 

 
●
    
1485
    W. Sunset & Hope (Echo Park Dispensary): 29% equity interest as of January 31, 2024 (dispensary and delivery).

 
Office
facilities
 
The
Company currently subleases office space at 12301 Wilshire Blvd. #302, Los Angeles, CA 90025, at no charge, through Pineapple Consolidated,
Inc. (“PCI”). The sublease with PCI runs with the master lease which commenced August 1,
2023 and concludes October 1, 2028.
 
Research
And Development Expenditures
 
We
have not incurred any research expenditures since our incorporation.
 

5
 

 

Bankruptcy
Or Similar Proceedings
 
There
has been no bankruptcy, receivership or similar proceeding entered into either voluntarily by the Company and involuntarily against the
Company.
 
Reorganizations,
Purchase Or Sale Of Assets
 
On
December 18, 2022, the Company executed a Share Exchange Agreement, resulting in the exchange of 50,000 shares of PCI common stock (50%
ownership) for 18 million newly issued shares of the Company’s common stock. The previous majority shareholder of the Company,
Lazaridou, redeemed 2,800,000 of Company common stock and no longer holds any of the Company’s common stock.
 
As
part of the transaction, Lazaridou resigned as the sole director, officer, and employee of the Company, while Matthew Feinstein was elected
as the new director and assumed multiple executive roles. Additionally, the Company changed its name to Pineapple Express Cannabis Company
by filing Restated Articles of Incorporation with the State of Nevada and added a new class of capital stock (10,000,000 shares of Preferred
Stock in addition to the previously authorized 75,000,000 shares of Common Stock).
 
Compliance
With Government Regulation
 
We
will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction
and operation of any facility in any jurisdiction which we would conduct activities.
 
We
do not believe that any existing or probable government regulation on our business will have a material impact on the way we conduct
our business.
 
Employees
And Employment Agreements
 
We
have no employees as of the date of this report. Our sole officer and director, Matthew Feinstein, currently devotes as much time as
needed to provide management services to company matters. As our business and operations increase, we will assess the need for full-time
management and administrative support personnel.
 
Regulatory
Overview
 
As
of the date of this filing, 40 states and four (4)  territories allow for the medical use of cannabis products, while 17
of those states, the District of Columbia, the Northern Mariana Islands, and Guam have also legalized the adult-use of cannabis. Although
legalized in some states, cannabis is a “Schedule 1” drug under the Controlled Substances Act (21 U.S.C. § 811) (“CSA”)
and is illegal under federal law.
 
On
August 29, 2013, the Department of Justice set out its prosecutorial priorities in light of various states legalizing cannabis for medicinal
and/or recreational use. The “Cole Memorandum” provided that when states have implemented strong and effective regulatory
and enforcement systems to control the cultivation, distribution, sale, and possession of cannabis, conduct in compliance with those
laws and regulations is less likely to threaten the federal priorities. Indeed, a robust system may affirmatively address those priorities
by, for example, implementing effective measures to prevent diversion of cannabis outside of the regulated system and to other states,
prohibiting access to cannabis by minors, and replacing an illicit cannabis trade that funds criminal enterprises with a tightly regulated
market in which revenues are tracked and accounted for. In those circumstances, consistent with the traditional allocation of federal-state
efforts in this area, the Cole Memorandum provided that enforcement of state law by state and local law enforcement and regulatory bodies
should remain the primary means of addressing cannabis-related activity. If state enforcement efforts are not sufficiently robust to
protect against the harms set forth above, the federal government may seek to challenge the regulatory structure itself in addition to
continuing to bring individual enforcement actions, including criminal prosecutions, focused on those harms.
 
On
January 4, 2018, Attorney General Jeff Sessions issued a memorandum for all United States Attorneys concerning cannabis enforcement under
the Controlled Substances Act (CSA). Mr. Sessions rescinded all previous prosecutorial guidance issued by the Department of Justice regarding
cannabis, including the August 29, 2013 “Cole Memorandum”.
 

6
 

 

In
rescinding the Cole Memorandum, Mr. Sessions stated that U.S. Attorneys must decide whether or not to pursue prosecution of cannabis
activity based upon factors including: the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative
impact of particular crimes on the community. Mr. Sessions reiterated that the cultivation, distribution, and possession of marijuana
continues to be a crime under the U.S. Controlled Substances Act.
 
On
March 23, 2018, President Donald J. Trump signed into law a $1.3 trillion-dollar spending bill that included an amendment known as “Rohrabacher-Blumenauer,”
which prohibits the Justice Department from using federal funds to prevent certain states “from implementing their own State laws
that authorize the use, distribution, possession or cultivation of medical cannabis.”
 
On
December 20, 2018, President Donald J. Trump signed into law the Agriculture Improvement Act of 2018, otherwise known as the “Farm
Bill”. Prior to its passage, hemp, a member of the cannabis family, was classified as a Schedule 1 controlled substance, and so
illegal under the federal CSA.
 
With
the passage of the Farm Bill, hemp cultivation is now broadly permitted. The Farm Bill explicitly allows the transfer of hemp-derived
products across state lines for commercial or other purposes. It also puts no restrictions on the sale, transport, or possession of hemp-derived
products, so long as those items are produced in a manner consistent with the law.
 
Under
Section 10113 of the Farm Bill, hemp cannot contain more than 0.3 percent THC. THC refers to the chemical compound found in cannabis
that produces the psychoactive “high” associated with cannabis. Any cannabis plant that contains more than 0.3 percent THC
would be considered non-hemp cannabis—or marijuana—under the CSA and would not be legally protected under this new legislation
and would be treated as an illegal Schedule 1 drug.
 
Additionally,
there will be significant, shared state-federal regulatory power over hemp cultivation and production. Under Section 10113 of the Farm
Bill, state departments of agriculture must consult with the state’s governor and chief law enforcement officer to devise a plan
that must be submitted to the Secretary of the United States Department of Agriculture (hereafter referred to as the “USDA”).
A state’s plan to license and regulate hemp can only commence once the Secretary of USDA approves that state’s plan. In states
opting not to devise a hemp regulatory program, USDA will construct a regulatory program under which hemp cultivators in those states
must apply for licenses and comply with a federally run program. This system of shared regulatory programming is similar to options states
had in other policy areas, such as health insurance marketplaces under the Affordable Care Act, or workplace safety plans under the Occupational
Health and Safety Act—both of which had federally-run systems for states opting not to set up their own systems.
 
The
Farm Bill outlines actions that are considered violations of federal hemp law (including such activities as cultivating without a license
or producing cannabis with more than 0.3 percent THC). The Farm Bill details possible punishments for such violations, pathways for violators
to become compliant, and even which activities qualify as felonies under the law, such as repeated offenses.
 
One
of the goals of the previous 2014 Farm Bill was to generate and protect research into hemp. The 2018 Farm Bill continues this effort.
Section 7605 re-extends the protections for hemp research and the conditions under which such research can and should be conducted. Further,
section 7501 of the Farm Bill extends hemp research by including hemp under the Critical Agricultural Materials Act. This provision recognizes
the importance, diversity, and opportunity of the plant and the products that can be derived from it, but also recognizes that there
is a still a lot to learn about hemp and its products from commercial and market perspectives.
 
On
January 21, 2021, Joseph R. Biden, Jr. was sworn in as President of the United States. President Biden’s Attorney General, Merrick
Garland, was confirmed by the United States Senate on March 10, 2021. It is not yet known whether the Department of Justice (“DOJ”),
under President Biden and Attorney General Garland, will re-adopt the Cole Memorandum or announce a substantive marijuana enforcement
policy. During his Senate confirmation, Merrick Garland told Senator Cory Booker (D-NJ), “It does not seem to me useful the use
of limited resources that we have to be pursuing prosecutions in states that have legalized and are regulating the use of marijuana,
either medically or otherwise.” Such statements are not official declarations or policies of the DOJ and are not binding on the
DOJ, any United States Attorney, or the United States federal courts. Substantial uncertainty regarding United States federal enforcement
remains. To date, there have been no new federal cannabis memorandums issued by the Biden Administration or any published change in federal
enforcement policy.
 

7
 

 

Recent
Developments
 
Clawback
Policy
 
On
May 7, 2024, the Company’s Board of Directors adopted a Compensation Recovery Policy (the “Policy”). The Policy is
intended to further the Company’s pay-for-performance philosophy and to comply with applicable law by providing for the reasonably
prompt recovery of certain incentive-based compensation received by executive officers in the event of an accounting restatement. The
Policy is intended to comply with, and will be interpreted in a manner consistent with, Section 10D of the Exchange Act, with Exchange
Act Rule 10D-1 and with the Nasdaq listing standards.
 
Pursuant
to the Policy, if the Company is required to prepare an accounting restatement due to the material noncompliance by the Company with
any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously
issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement
if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”),
then the Compensation Committee must determine the Excess Compensation (as hereinafter defined), if any, that must be recovered. The
Company’s obligation to recover Excess Compensation is not dependent on if or when the restated financial statements are filed.
The Company must recover Excess Compensation reasonably promptly and executive officers are required to repay Excess Compensation to
the Company, subject to the terms of the Policy.
 
The
Policy applies to certain incentive-based compensation that is received on or after May 7, 2024, during the three completed fiscal years
immediately preceding the Accounting Restatement determination date, as provided in the Policy (the “Covered Period”) while
the Company has a class of securities listed on a national securities exchange. The incentive-based compensation is considered “Clawback
Eligible Incentive-Based Compensation” if the incentive-based compensation is received by a person after such person became an
executive officer and the person served as an executive officer at any time during the performance period to which the incentive-based
compensation applies. The “Excess Compensation” that is subject to recovery under the Policy is the amount of Clawback Eligible
Incentive-Based Compensation that exceeds the amount of Clawback Eligible Incentive-Based Compensation that otherwise would have been
received had such Clawback Eligible Incentive-Based Compensation been determined based on the restated amounts (this is referred to in
the listing standards as “erroneously awarded incentive-based compensation”).
 
Item
1A. Risk Factors
 
Risks
Related to Our Company and Our Business
 
We
have a limited operating history and operate in a new industry, and we may not succeed.
 
We
have a limited operating history and may not succeed. We are subject to all risks inherent in a developing business enterprise. Our likelihood
of continued success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered
in connection with manufacturing specialty products and the competitive and regulatory environment in which we operate. For example,
the cannabis industry is a new industry that may not succeed, particularly should the Federal government change course and decide to
prosecute those dealing in medical or recreational cannabis. In such event, there may not be an adequate market for our products. As
a new industry, there are few established players whose business models we can follow. Similarly, there is little information about comparable
companies for potential investors to review in making a decision about whether to invest in the Company.
 
Potential
investors should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies
that, like us, are in their early stages. For example, unanticipated expenses, unexpected problems, and technical difficulties may occur
and they may result in material delays in the operation of our business, in particular with respect to our new products. We may not successfully
address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm
our business to the point of having to cease operations and could impair the value of our Common Stock to the point investors may lose
their entire investment.
 

8
 

 

Uncertainty
of profitability.
 
Our
business strategy may result in increased volatility of revenues and earnings. As we will only develop a limited number of products and
services at a time, our overall success will depend on a limited number of products and services, which may cause variability and unsteady
profits and losses depending on the products and services offered and their market acceptance.
 
Our
revenues and our profitability may be adversely affected by economic conditions and changes in the market for medical and recreational
marijuana. Our business is also subject to general economic risks that could adversely impact the results of operations and financial
condition.
 
Because
of the anticipated nature of the products and services that we offer and attempt to develop, it is difficult to accurately forecast revenues
and operating results and these items could fluctuate in the future due to a number of factors. These factors may include, among other
things, the following:
 


 
●
Our
    ability to raise sufficient capital to take advantage of opportunities and generate sufficient revenues to cover expenses.

 
 
 

 
●
Our
    ability to source strong opportunities with sufficient risk adjusted returns.

 
 
 

 
●
Our
    ability to manage our capital and liquidity requirements based on changing market conditions generally and changes in the developing
    legal medical marijuana and recreational marijuana industries.

 
 
 

 
●
The
    acceptance of the terms and conditions of our services.

 
 
 

 
●
The
    amount and timing of operating and other costs and expenses.

 
 
 

 
●
The
    nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment
    return expectations.

 
 
 

 
●
Adverse
    changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance,
    capital availability, and market demand.

 
 
 

 
●
    
Adverse
    changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a
    change in circumstances, capacity and economic impacts.

 
 
 

 
●
Adverse
    developments in the efforts to legalize marijuana or increased federal enforcement.

 
 
 

 
●
Changes
    in laws, regulations, accounting, taxation, and other requirements affecting our operations and business.

 
 
 

 
●
Our
    operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations
    may be significant.

 
Cannabis
remains illegal under federal law.
 
Cannabis
is a categorized as a Schedule I controlled substance by the Drug Enforcement Agency and the United States Department of Justice and
is illegal to grow, possess and consume under federal law. Even in those jurisdictions in which the use of medical cannabis has been
legalized at the state level, its use remains a violation of federal law. The United States Supreme Court has ruled in United States
v. Oakland Cannabis Buyers’ Coop. and Gonzales v. Raich that it is the federal government that has the right to regulate and criminalize
cannabis, even for medical purposes. Therefore, federal law criminalizing the use of cannabis preempts state laws that legalize its use
for medicinal or adult-retail purposes. Strict enforcement of federal law regarding cannabis would likely result in our inability to
proceed with our business plan.
 

9
 

 

The
previous Obama administration has effectively stated that it is not an efficient use of resources to direct federal law enforcement agencies
to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical cannabis. In furtherance thereof,
on August 29, 2013, the Department of Justice provided guidance to all U.S. federal prosecutors with respect to the enforcement of laws
regarding cannabis via the publication of a memorandum authored by former US Attorney General James M. Cole (the “Cole Memo”).
The Cole Memo stated that enforcement should be focused on eight priorities, which is to prevent: (1) distribution of cannabis to minors;
(2) revenue from sale of cannabis to criminal enterprises, gangs and cartels; (3) transfer of cannabis from states where it is legal
to states where it is illegal; (4) cannabis activity from being a pretext for trafficking of other illegal drugs or illegal activity;
(5) violence of use of firearms in cannabis growth and distribution; (6) drugged driving and adverse public health consequences from
cannabis use; (7) growth of cannabis on federal lands; and (8) cannabis possession or use on federal property.
 
On
January 4, 2017, the U.S. Attorney General Jeff Sessions rescinded the Cole Memo and restored the “rule of law.” Such rescission
essentially shifts federal policy from the hands-off approach adopted under the Obama administration to allowing federal prosecutors
across the U.S. to decide individually how to prioritize resources to crack down on pot possession, distribution and cultivation of the
drug in states where it is legal. Furthermore, the Trump administration has previously indicated that it will pursue the enforcement
of federal cannabis laws.
 
While
we do not believe our current activities involve those enumerated in the Cole Memo, in light of the rescission of the memo by the current
Attorney General, federal prosecutors will now have significant discretion on their interpretation of these priorities, and no assurances
can be given that federal prosecutors will agree with our position. We therefore cannot provide assurance that our actions are in full
compliance with the Cole Memo or any other state or federal laws or regulations. In addition, there is no guarantee that the current
administration will not further change its policy regarding the strict enforcement of federal laws or the eight listed priorities. Additionally,
any new administration that follows could change this policy and decide to enforce the federal laws even stronger. Any such change in
the federal government’s enforcement of current federal laws could cause significant financial damage to us and our shareholders.
 
The
cannabis industry faces strong opposition.
 
It
is believed by many that large well-funded businesses may have a strong economic opposition to the cannabis industry. We believe that
the pharmaceutical industry does not want to cede control of any product that could generate significant revenue. For example, medical
cannabis will likely adversely impact the existing market for medicines sold by mainstream pharmaceutical companies that contain active
ingredients from cannabis. Furthermore, the medical marijuana industry could face a material threat from the pharmaceutical industry,
should marijuana displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well
funded with a strong and experienced lobby that eclipses the funding of the medical cannabis movement. Any inroads the pharmaceutical
industry could make in halting or impeding the cannabis industry could have a detrimental impact on our proposed business.
 
Additionally,
we are substantially dependent on continued market acceptance and proliferation of consumers of cannabis, medical marijuana, and recreational
marijuana. We believe that as marijuana becomes more accepted the stigma associated with marijuana use will diminish and as a result
consumer demand will continue to grow. While we believe that the market and opportunity in the marijuana space continues to grow, we
cannot predict the future growth rate and size of the market. Any negative outlook on the marijuana industry will adversely affect our
business operations.
 
There
is uncertainty regarding the availability of U.S. federal patent and trademark protection.
 
As
long as cannabis remains illegal under U.S. federal law, the benefit of certain federal laws and protections which may be available to
most businesses, such as federal trademark and patent protection regarding the intellectual property of a business, may not be available
to us. As a result, our intellectual property may never be adequately or sufficiently protected against the use or misappropriation by
third parties. In addition, since the regulatory framework of the cannabis industry is in a constant state of flux, we can provide no
assurance that it will ever obtain any protection of its intellectual property, whether on a federal, state, or local level.
 

10
 

 

There
may be a U.S. Food and Drug Administration (“FDA”) risk.
 
If
legalization occurs federally, the FDA could impose additional regulations or risks on cannabis.
 
We
could experience difficulty enforcing our contracts.
 
Due
to the nature of our business and the fact that our equity method investee, Pineapple Consolidated, Inc. contracts involve cannabis and
other activities that are not legal under U.S. federal law and in some jurisdictions, we may face difficulties in enforcing our contracts
in federal and certain state courts. The inability to enforce any of our contracts could have a material adverse effect on our business,
operating results, financial condition, or prospects.
 
We
and our customers and clients may have difficulty accessing the service of banks, which may make it difficult for them to operate.
 
Since
the use of cannabis is illegal under federal law, there is a compelling argument that banks cannot accept for deposit funds from businesses
involved with cannabis. While the Financial Crimes Enforcement Network (“FinCEN”) has provided guidance to financial institutions
on how to provide services to marijuana-related businesses consistent with their Bank Secrecy Act obligations, the decision to open,
close, or refuse accounts and/or relationships are made at the discretion of the banking institution. Consequently, businesses involved
in the cannabis industry often have trouble finding a bank willing to accept their business. The inability to open bank accounts may
make it difficult for us and our clients to operate.
 
Due
to our ancillary involvement in the cannabis industry, we may have a difficult time obtaining the various insurances that are desired
to operate our business, which may expose us to additional risk and financial liability.
 
Insurance
that is otherwise readily available, such as general liability, and directors and officer’s insurance, is more difficult for us
to find, and more expensive, because we are service providers to companies in the cannabis industry. There are no guarantees that we
will be able to find such insurances in the future, or that the cost will be affordable to us. If we are forced to go without such insurances,
it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial
liabilities.
 
The
cannabis industry is relatively new.
 
We
are operating in a relatively new industry and market. In addition to being subject to general business risks, we must continue to build
brand awareness in this industry and market share through significant investments in our strategy, production capacity, quality assurance
and compliance with regulations. Research in the United States and internationally regarding the medical benefits, viability, safety,
efficacy and dosing of cannabis or isolated cannabinoids, such as cannabidiol, or CBD, and tetrahydrocannabinol, or THC, remains in relatively
early stages. Few clinical trials on the benefits of cannabis or isolated cannabinoids have been conducted. Future research and clinical
trials may draw opposing conclusions to statements contained in the articles, reports and studies currently favored, or could reach different
or negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing or other facts and perceptions related to
medical cannabis, which could adversely affect social acceptance of cannabis and the demand for our products and dispensary services.
 
Accordingly,
there is no assurance that the cannabis industry and the market for medicinal and/or adult-use cannabis will continue to exist and grow
as currently anticipated or function and evolve in a manner consistent with management’s expectations and assumptions. Any event
or circumstance that adversely affects the cannabis industry, such as the imposition of further restrictions on sales and marketing or
further restrictions on sales in certain areas and markets could have a material adverse effect on our business, financial condition,
and results of operations.
 

11
 

 

We
face risks due to industry immaturity or limited comparable, competitive, or established industry best practices.
 
As
a relatively new industry, there are not many established operators in the medical and adult use cannabis industries whose business models
we can follow or build upon. Similarly, there is no or limited information about comparable companies available for potential investors
to review in making a decision about whether to invest in us.
 
Shareholders
and investors should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by
companies, like us, that are in their early stages. For example, unanticipated expenses and problems or technical difficulties may occur,
which may result in material delays in the operation of our business. We may fail to successfully address these risks and uncertainties
or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the point of having
to cease operations and could impair the value of the Subordinate Voting Shares to the extent that investors may lose their entire investments.
 
Our
ability to grow our medical and adult-use cannabis product offerings and dispensary services may be limited.
 
As
we introduce or expand our medical and adult-use cannabis product offerings and dispensary services, we may incur losses or otherwise
fail to enter certain markets successfully. Our expansion into new markets may place us in competitive and regulatory environments with
which we are unfamiliar and involve various risks, including the need to invest significant resources and the possibility that returns
on those investments will not be achieved for several years, if at all. In attempting to establish new product offerings or dispensary
services, we may incur significant expenses and face various other challenges, such as expanding our work force and management personnel
to cover these markets and complying with complicated cannabis regulations that apply to these markets. In addition, we may not successfully
demonstrate the value of these product offerings and dispensary services to consumers, and failure to do so would compromise our ability
to successfully expand these additional revenue streams.
 
Laws
and regulations affecting the cannabis industry are constantly changing, which could detrimentally affect our business, and we cannot
predict the impact that future regulations may have on us.
 
Local,
state and federal medical cannabis laws and regulations are broad in scope, and they are subject to evolving interpretations, which could
require our licensees to incur substantial costs associated with compliance or to alter one or more of their sales or marketing practices.
For example, the rescission of the Cole Memo by U.S. Attorney General Jeff Sessions on January 4, 2018. In addition, violations of these
laws, or allegations of such violations, could disrupt our license business and result in a material adverse effect on our revenues under
our license agreements, which would negatively affect our profitability and financial condition.
 
In
addition, it is possible that regulations may be enacted in the future that will be directly applicable to us and our business. We cannot
predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental
regulations or administrative policies and procedures, when and if promulgated, could have on our business. These potential effects could
include, however, requirements for the revisions to our business model to meet new standards, the recall or discontinuance of certain
products, or additional record keeping and reporting requirements. Any or all of these requirements could have a material adverse effect
on our business, financial condition, and results of operations.
 
We
are subject to complex laws and regulations, including environmental laws and regulations, which can adversely affect the cost, manner
and feasibility of doing business.
 
We
are subject to complex laws and regulations, including environmental laws and regulations, which can adversely affect the cost, manner
and feasibility of doing business. The operations and facilities of our facilities will be subject to extensive federal, state, and local
laws and regulations relating to the growth of cannabis and the manufacture and distribution of products containing cannabis (and/or
its psychoactive compound, THC). Such existing laws or regulations regarding cannabis and its psychoactive compound, as currently interpreted
or reinterpreted in the future, or future laws or regulations, may adversely affect our businesses and sales. Consequently, our revenues
would thereby decrease, which may have a material adverse effect on our results of operations.
 

12
 

 

Ordinary
and necessary business deduction other than the cost of goods sold are disallowed by the Internal Revenue Service for Cannabis companies
under the Internal Revenue Code (the “IRC”) Section 280E.
 
IRC
Section 280E prohibits cannabis businesses from deducting ordinary and necessary business expenses pertaining to cannabis sale, forcing
the Company to contend with higher effective federal tax rates than similar companies in other industries. This onerous tax burden significantly
impacts the profitability of the cannabis businesses and may make the pricing of its products less competitive.
 
If
no additional states allow the medicinal or adult-retail use of cannabis, or if one or more states that currently allow it, reverse their
position, we may not be able to continue our growth, or the market for our products and services may decline.
 
As
of January 31, 2024, 40 states  and the District of Columbia, the Northern Mariana Islands, Guam and Puerto Rico have passed laws
allowing some degree of medical use of cannabis, while eighteen (18) of those states and the District of Columbia, the Northern Mariana
Islands, and Guam, have also legalized the adult-use of cannabis. There can be no assurance that number of states that allow the use
of medicinal and recreational cannabis will grow, and if it does not, there can be no assurance that the 37 existing states and/or the
District of Columbia will not reverse their position and make medicinal and recreational cannabis illegal again. If either of these things
happens, then not only will the growth of our business be materially impacted, but we may experience declining revenue as the market
for our products and services declines.
 
Arizona,
Montana, New Jersey, South Dakota, New York, Virginia, Connecticut, and New Mexico passed laws allowing recreational (adult-use) marijuana
and Mississippi and Alabama passed an initiative allowing medical marijuana. 
 
We
may not be able to effectively control and manage our growth.
 
Our
strategy envisions a period of potentially rapid growth. We currently maintain nominal administrative and personnel capacity due to the
startup nature of our business, and our expected growth may impose a significant burden on our future planned administrative and operational
resources. The growth of our business may require significant investments of capital and increased demands on our management, workforce
and facilities. We will be required to substantially expand our administrative and operational resources and attract, train, manage and
retain qualified management and other personnel. Failure to do so or satisfy such increased demands would interrupt or would have a material
adverse effect on our business and results of operations.
 
Our
industry is highly competitive, and we have less capital and resources than many of our competitors which may give them an advantage
in developing and marketing products similar to ours or make our products obsolete.
 
We
are involved in a highly competitive industry where we may compete with numerous other companies who offer alternative methods or approaches,
who may have far greater resources, more experience, and personnel perhaps more qualified than we do. Such resources may give our competitors
an advantage in developing and marketing products similar to ours or products that make our products obsolete. There can be no assurance
that we will be able to successfully compete against these other entities.
 
The
success of our new and existing partnerships, products, and services is uncertain, and large resources may be required to sustain our
current business model.
 
We
have committed, and expect to continue to commit, significant resources and capital to develop and market existing partnership, product,
and service enhancements as well as new partnerships, products and services. These partnerships, products and services are relatively
new and untested, and we cannot assure you that we will achieve market acceptance for these partnerships, products, and services, or
other new partnerships, products and services that we may offer in the future. Moreover, these and other new partnerships, products and
services may be subject to significant competition with offerings by new and existing competitors in our sector. In addition, new partnerships,
products, services and enhancements may pose a variety of technical challenges and require us to attract additional qualified employees.
The failure to successfully develop and market these new partnerships, products, services, or enhancements could seriously harm our business,
financial condition and results of operations.
 

13
 


 
Our
business is dependent upon continued market acceptance by consumers.
 
We
are substantially dependent on continued market acceptance of our products and our licensees’, lessee’s, or tenant’s
products by consumers. Although we believe that the use of cannabis in the United States is gaining stronger consumer acceptance, we
cannot predict the future growth rate and size of this market.
 
If
we fail to successfully introduce new partnerships or products, we may lose market position.
 
New
partnerships, products, and product improvements, and line extensions will be an important factor in our sales growth. If we fail to
identify emerging consumer and technological trends, to maintain and improve the competitiveness of our existing partnerships and products
or to successfully introduce new products on a timely basis, we may lose market position. Continued business development, product development,
and marketing efforts have all the risks inherent in the development of new partnerships, products, and line extensions, including development
delays, the failure of new partnerships, products and line extensions to achieve anticipated levels of market acceptance and the cost
of failed product introductions.
 
We
may be unable to adequately protect or enforce our patents and proprietary rights.
 
Our
continuing success depends, in part, on our ability to protect our intellectual property and maintain the proprietary nature of our technology
through a combination of patents, trademarks, licenses and other intellectual property arrangements, without infringing the proprietary
rights of third parties. We cannot assure that these patents, trademarks, licenses and other intellectual property arrangements will
be held valid if challenged, or that other parties will not claim rights in or ownership of our patent and other proprietary rights.
We also cannot assure that our pending patents will be issued. Moreover, patents issued to us or those we license patents from may be
circumvented or fail to provide adequate protection.
 
Litigation
brought by third parties claiming infringement of their intellectual property rights or trying to invalidate intellectual property rights
owned or used by us may be costly and time consuming.
 
We
may face lawsuits from time to time alleging that our intellectual property infringes on third-party intellectual property, and/or seeking
to invalidate or limit our ability to use our intellectual property.
 
If
we become involved in litigation, we may incur substantial expense defending these claims and the proceedings may divert the attention
of management, even if we prevail. An adverse determination in proceedings of this type could subject us to significant liabilities,
allow our competitors to market competitive products without a license from us, prohibit us from marketing our products or require us
to seek licenses from third parties that may not be available on commercially reasonable terms, if at all.
 
If
we are deemed an investment company under the Investment Company Act, applicable restrictions could have an adverse effect on our business.
 
The
Investment Company Act contains substantive legal requirements that regulate the manner in which “investment companies” are
permitted to conduct their business activities. We believe that we have conducted our business in a manner that does not result in being
characterized as an “investment company” under the Investment Company Act because we are primarily engaged in a non-investment
company business. Although a portion of our assets may constitute investments in non-controlled entities, namely our subsidiary, PEC,
provided capital to canna-related business clientele, we believe that we are not an investment company as defined by the Investment Company
Act. While we intend to conduct our operations such that we will not be deemed an investment company, such a determination would require
us to initiate burdensome compliance requirements and comply with restrictions imposed by the Investment Company Act that would limit
our activities, including limitations on our capital structure and our ability to transact with affiliates, which would have an adverse
effect on our financial condition. To avoid such a determination, we may be required to conduct our business in a manner that does not
subject us to the requirements of the Investment Company Act, which could have an adverse effect on our business. For example, we may
be required to sell certain of our assets and pay significant taxes upon the sale or transfer of such assets.
 

14
 

 

Damage
from catastrophic weather and other natural events and climate change could result in losses to our Company.
 
Our
buildings and land are susceptible to natural disaster type of events that could interrupt and halt our tenant’s ability to grow
and cultivate marijuana. They are located in areas that may experience catastrophic weather and other natural events from time to time,
including fires, windstorms or hurricanes, earthquakes, flooding or other severe weather. These adverse weather and natural events could
cause substantial damages or losses to our properties which could exceed our insurance coverage. In the event of a loss in excess of
insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue from that property.
We could also continue to be obligated to repay any obligations related to the property. Any such loss could materially and adversely
affect our business and our financial condition and results of operations. In addition, changes in federal and state legislation and
regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties
and could also require us to spend more on our new development properties without a corresponding increase in revenue.
 
We
may be required to recognize impairment charges that could materially affect our results of operations.
 
We
assess our goodwill and other intangible assets, and our other long-lived assets as and when required by accounting principles generally
accepted in the United States (“GAAP”) to determine whether they are impaired. If they are impaired, we would record appropriate
impairment charges. It is possible that we may be required to record significant impairment charges in the future and, if we do so, our
results of operations could be materially adversely affected.
 
Our
industry is subject to intense competition.
 
The
Company has entered the cannabis distribution business as a result of the Pineapple Consolidated, Inc. (PCI) share exchange. There is
potential that PCI will face intense competition from other companies, some of which can be expected to have longer operating histories
and more financial resources and experience than the Company. Increased competition by larger and better-financed competitors could materially
and adversely affect the business, financial condition, results of operations or prospects of the PCI.
 
Because
of the early stage of the industry in which the PCI operates, the Company expects to face additional competition from new entrants. To
become and remain competitive, PCI will require research and development, marketing, sales and support. PCI may not have sufficient resources
to maintain research and development, marketing, sales and support efforts on a competitive basis which could materially and adversely
affect the business, financial condition, results of operations or prospects of the Company.
 
As
well, the legal landscape for medical and recreational marijuana is changing internationally. More countries have passed laws that allow
for the production and distribution of medical marijuana in some form or another. We have some international partnerships in place, which
may be affected if more countries legalize medical marijuana. Increased international competition might lower the demand for our products
on a global scale.
 
New
well-capitalized entrants into our industry may develop large-scale operations which will make it difficult for our business to compete
and remain profitable.
 
Currently,
the marijuana industry generally is comprised of individuals and small to medium-sized entities, however, the risk remains that large
conglomerates and companies who also recognize the potential for financial success through investment in this industry could strategically
purchase or assume control of larger dispensaries and cultivation facilities. In doing so, these larger competitors could establish price
setting and cost controls which would effectively “price out” many of the individuals and small to medium-sized entities
who currently make up the bulk of the participants in the varied businesses operating within and in support of the medical marijuana
industry. While the trend in most state laws and regulations seemingly deters this type of takeover, this industry remains quite nascent,
so what the landscape will be in the future remains largely unknown, which in itself is a risk.
 
Our
proposed business plan is subject to all business risks associated with new business enterprises, including the absence of any significant
operating history upon which to evaluate an investment. The likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered in connection with the formation of a new business, the development of
new strategy and the competitive environment in which the Company will operate. It is possible that the Company will incur losses in
the future. There is no guarantee that the Company will be profitable.
 

15
 

 

Risks
Related to Ownership of Our Common Stock
 
Due
to our connection to the cannabis industry, there can be no assurance that our shares of common stock will ever be approved for listing
on a national securities exchange.
 
Currently,
shares of our common stock are traded on the OTC Pink Market and are not listed on any national securities exchange, such as the New
York Stock Exchange or the NASDAQ Stock Market. Even if we desire to have our shares listed on a national securities exchange, the fact
that our business is associated with the use of cannabis, the legal status of which is uncertain in some states and at the federal level,
may make any efforts to become listed on a securities exchange more problematic as we believe national exchanges may be reluctant to
list shares of companies whose business is associated with the recreational use of cannabis. While we plan to work with NASDAQ or other
exchanges in an attempt to change their views of responsible cannabis related businesses, there can be no assurance that our common stock
will ever be listed on NASDAQ or any other national securities exchange. As a result, our common stock may never develop an active trading
market which may limit our investors’ ability to liquidate their investments or cause our stock price to be particularly volatile.
 
Our
stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you
need to sell your shares.
 
Until
our common stock is listed on a national securities exchange, our common stock may only trade on one of the OTC Markets (if we are successful
in applying to trade on such marketplaces) or on the OTC Pink Market. In those markets, however, the shares of our common stock may trade
infrequently and in low volumes, meaning that the number of persons interested in purchasing our common stock at or near bid prices at
any given time may be relatively small or non-existent. An investor may find it difficult to obtain accurate quotations as to the market
value of our common stock or to sell his or her shares at or near bid prices or at all. In addition, if we fail to meet the criteria
set forth in SEC reporting regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons
other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending
or selling our common stock, which may further affect the liquidity of our common stock. This would also make it more difficult for us
to raise capital.
 
There
currently is no active public market for our common stock and there can be no assurance that an active public market will ever develop.
Failure to develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible
for you to sell your shares.
 
There
is currently no active public market for shares of our common stock, and one may never develop. Our common stock is currently traded
on the OTC Pink Market. The OTC Pink Market is a thinly traded market and lacks the liquidity of certain other public markets with which
some investors may have more experience. We may not ever be able to satisfy the requirements to be quoted on the OTC Markets or satisfy
the listing requirements to be listed on a national securities exchange, which are often more widely traded and liquid markets. Some,
but not all, of the factors which may delay or prevent the quotation or listing of our common stock on a more widely-traded and liquid
market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may
be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able to
secure market makers for our common stock; and we may fail to meet the rules and requirements mandated by the several exchanges and markets
to have our common stock listed. Should we fail to satisfy the initial listing standards of the national exchanges or OTC Markets, or
our common stock is otherwise rejected for listing or quotation, and remains traded on the OTC Pink Market, the trading price of our
common stock could suffer and the trading market for our common stock may be less liquid, and our common stock price may be subject to
increased volatility, making it difficult or impossible to sell shares of our common stock.
 
We
do not intend to pay dividends in the foreseeable future.
 
We
do not intend to pay any cash dividends in the foreseeable future. We do not plan on making any cash distributions in the manner of a
dividend or otherwise. Our Board of Directors presently intends to follow a policy of retaining earnings, if any.
 

16
 

 

Investors
may experience dilution of their ownership interests because of the future issuance of additional shares of our common or preferred stock
or other securities that are convertible into or exercisable for our common or preferred stock.
 
In
the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests
of our present stockholders. We are authorized to issue an aggregate of 75,000,000 shares of common stock and 10,00,000 shares of “blank
check” preferred stock. We may issue additional shares of our common stock or other securities that are convertible into or exercisable
for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital
raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward
pressure on the trading price of the common stock. We will need to raise additional capital in the near future to meet our working capital
needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities
in the future in conjunction with these capital raising efforts, including at a price (or exercise or conversion prices) below the price
an investor paid for stock.
 
Being
a public company is expensive and administratively burdensome.
 
As
a company whose common stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), we are fully subject to the information and reporting requirements of the Exchange Act and other federal securities laws,
rules and regulations related thereto, including compliance with the Sarbanes-Oxley Act. Complying with these laws and regulations requires
the time and attention of our Board of Directors and management and increases our expenses.
 
Among
other things, we are required to:
 


 
●
maintain
    and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley
    Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

 
 
 

 
●
maintain
    policies relating to disclosure controls and procedures;

 
 
 

 
●
prepare
    and distribute periodic reports in compliance with our obligations under federal securities laws;

 
 
 

 
●
institute
    a more comprehensive compliance function, including corporate governance; and

 
 
 

 
●
involve,
    to a greater degree, our outside legal counsel and accountants in the above activities.

 
The
costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited
reports to stockholders are expensive and much greater than that of a privately-held company, and compliance with these rules and regulations
may require us to hire additional financial reporting, internal controls and other finance personnel, and will involve a material increase
in regulatory, legal and accounting expenses and the attention of management. There can be no assurance that we will be able to comply
with the applicable regulations in a timely manner, if at all. In addition, being a public company makes it more expensive for us to
obtain director and officer liability insurance. In the future, we may be required to accept reduced coverage or incur substantially
higher costs to obtain this coverage.
 
Our
common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which
makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.
 
Rule
15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s
account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased.
 

17
 

 

In
order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information
and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.
 
The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to
the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination;
and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally,
brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more
difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.
 
Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks.
 
Offers
or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
 
If
our stockholders sell substantial amounts of our common stock in the public market, including upon the expiration of any lockup periods
or the statutory holding period under Rule 144, or issued upon the conversion of preferred stock, it could create a circumstance commonly
referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence
of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing
through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.
 
An
investment in our securities is speculative and there can be no assurance of any return on any such investment.
 
An
investment in our securities is speculative and there is no assurance that investors will obtain any return on their investment. Investors
will be subject to substantial risks involved in an investment in our Company, including the risk of losing their entire investment.
 
Our
Articles of Incorporation provide that, unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District
Court of Clark County, Nevada will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which
could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or
employees.
 
Our
Articles of Incorporation provide that, unless we consent in writing to the selection of an alternative forum, the Eighth Judicial District
Court of Clark County, Nevada will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting
a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Nevada Revised Statutes, our Articles of
Incorporation or our bylaws. This choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent
jurisdiction for any actions brought under the Securities Act or the Exchange Act. Accordingly, our exclusive forum provision will not
relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will
not be deemed to have waived our compliance with these laws, rules and regulations.
 
Any
person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented
to these provisions. These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of
its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors,
officers and other employees.
 
If
a court were to find the choice of forum provision contained in our Articles of Incorporation to be inapplicable or unenforceable in
an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business,
results of operations, and financial condition. Even if we are successful in defending against these claims, litigation could result
in substantial costs and be a distraction to management and other employees.
 

18
 


 
Item
1B. Unresolved Staff Comments
 
Not
applicable.
 
Item
2. Description of Property
 
We
do not own any real estate or other properties.
 
Item
3. Legal Proceedings
 
There
are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner
of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to
the Company or has a material interest adverse to the Company.
 
Item
4. Mine Safety Disclosures
 
Not
applicable.
 
PART
II
 
Item
5. Market for Common Equity and Related Stockholder Matters
 
Market
Information
 
There
is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in
stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors
that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the
future for our common stock.
 
OTC
Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin
Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board
issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock
exchange.
 
As
of January 31, 2024, we have had limited trading volume.
 
Number
of Holders
 
As
of January 31, 2024, the 20,744,550 issued and outstanding shares of common stock were held by a total of 17 shareholders of record.
 
Dividends
 
No
cash dividends were paid on our shares of common stock during the fiscal year ended January 31, 2024 and 2023.
 
Recent
Sales of Unregistered Securities
 
The
Company has 75,000,000, $0.001 par value shares of common stock authorized.
 
On
July 27, 2017, the Company issued 2,800,000 shares of common stock to a director for cash proceeds of $2,800 at $0.001 per share.
 

19
 


 
In
January 2019, the Company issued 30,000 shares of common stock for cash proceeds of $600 at $0.02 per share.
 
In
December 2019, the Company issued 95,000 shares of common stock for cash proceeds of $1,865 at $0.02 per share.
 
In
January 2020, the Company issued 25,000 shares of common stock for cash proceeds of $500 at $0.02 per share.
 
In
November 2020, the Company issued 330,000 shares of common stock for cash proceeds of $6,600 at $0.02 per share.
 
In
December 2020, the Company issued 300,000 shares of common stock for cash proceeds of $6,000 at $0.02 per share.
 
In
February 2021, the Company issued 154,550 shares of common stock for cash proceeds of $3,091 at $0.02 per share.
 
In
December 2022, the Company canceled 2,800,000 shares of common stock to former officer and director, Yulia Lazaridou,
 
In
December 2022, the Company issued 18,000,000 shares of common stock through a share exchange.
 
In
January 2023, the Company issued 70,000 shares of common stock for services rendered to the Company.
 
During
the reporting period the Company issued 1,340,000 shares of common stock for an aggregate purchase price of $670,000 (equal to a per
share purchase price of $0.50
 
There
were 20,744,550 shares of common stock issued and outstanding as of January 31, 2024.
 
Purchase
of our Equity Securities by Officers and Directors
 
On
July 27, 2017, the Company offered and sold 2,800,000 restricted shares of common stock to former president and director, Yulia Lazaridou,
for a purchase price of $0.001 per share, for aggregate offering proceeds of $2,800, pursuant to Section 4(2) of the Securities Act of
1933 as she is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were
paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone. Those shares were canceled
as part of a share exchange occurring on December 18, 2022.
 
Other
Stockholder Matters
 
None.
 
Item
6. Selected Financial Data
 
Not
applicable to smaller reporting companies.
 
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
 
The
following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in
this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual
results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in
United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
 

20
 


 
Results
of Operations for the year ended January 31, 2024 and 2023:
 
Revenue
and cost of goods sold
 
For
the years ended January 31, 2024 and 2023 the Company generated total revenue of $0 and $5,385 from selling products to the customer.
Cost of goods sold for the years ended January 31, 2024 and 2023 was $0 and $0.
 
Operating
expenses
 
Total
operating expenses for the years ended January 31, 2024 and 2023 were $59,497 and $21,704. The operating expenses for the year ended
January 31, 2024 bank charges of $2,020; depreciation expense of $460; legal fees of $10,000; audit fees of $27,000; professional
fees of $20,017; bad debt expense of $282,081. The operating expenses for the year ended January 31, 2023 bank charges of $147;
depreciation expense of $2,816; legal fees of $4,113; audit fees of $3,000; consulting fees of $70; professional fees of
$11,558.
 
Net
Loss
 
The
net operating loss for the years ended January 31, 2024 and 2023 was $59,497 and $44,443 respectively.
 
Liquidity,
and Capital Resources, and Cash Requirements
 
During
the year ended January 31, 2024, the Company used $30 of cash in operating activities, with an increase in accounts payable of
$16,491, common shares issued of $42,576 and depreciation of $460.
 
During the year ended January 31, 2024 the Company
has generated $0 of cash in investing activities.
 
During
the year ended January 31, 2024, the Company generated $0 of cash in financing activities.
 
As
of the year ended January 31, 2024, the Company had cash of $30. Furthermore, the Company had an accumulated deficit of $924,574.
 
During
the year ended January 31, 2023, the Company used $16,726 of cash in operating activities due to its net loss and decrease in accounts
payable of $3,293 and depreciation of $2,816.
 
During
the year ended January 31, 2023 the Company has generated $0 of cash in investing activities.
 
During
the year ended January 31, 2023, the Company generated $11,457 of cash in financing activities. 
 
We
cannot guarantee that we will manage to sell all the shares required within current offerings. We will attempt to raise the necessary
funds to proceed with all phases of our plan of operation.
 
Management
believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s
success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting
requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on
policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley
Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement
is business plan and impede the speed of its operations.
 
Limited
operating history; need for additional capital
 
There
is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations
and have generated minimal revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business
is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost
overruns due to price and cost increases in services and products.
 
Off-Balance
Sheet Arrangements
 
The
Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the
Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
 
Item
7A. Quantitative and Qualitative Disclosures about Market Risk
 
Not
applicable to smaller reporting companies.
 

21
 


 
Item
8. Financial Statements and Supplementary Data
 
PINEAPPLE
EXPRESS CANNABIS COMPANY
FINANCIAL
STATEMENTS
Year
ended January 31, 2024 and January 31, 2023
 
Table
of Contents
 


 
Page

Report of Independent Registered Public Accounting Firm (PCAOB ID:6662)
23

Balance Sheets as of January 31, 2024 and January 31, 2023
24

Statements of Operations for the year ended January 31, 2024 and January 31, 2023
25

Statement of Changes in Stockholders’ Equity as of January 31, 2024
26

Statements of Cash Flows for the year ended January 31, 2024 and January 31, 2023
27

Notes to Financial Statements
28

 

22
 


 



M.S.
                                            Madhava Rao
316,
    1st Cross, Gururaja Layout, 7th Block, 4th Phase, BSK 3rd Stage, Bangalore 560085
Tel
    No: 91-8861838006 email : mankalr@yahoo.com


 
 
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 


To
The
    Board of Directors and Shareholders

 
Pineapple
    Express Cannabis Company

 
12301
Wilshire Blvd., Suite 302

 
Los
Angeles, CA 90025

 
Opinion
on the financial statements
 
We
audited the accompanying balance sheets of Pineapple Express Cannabis Company (“the Company”) as of January 31, 2024 and
2023 and the related statements of operations, stockholders’ equity, and cash flows for years then ended and the related notes
(collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of January 31, 2024 and 2023, and the results of its operations and cash flows for
the year then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Going
Concern 
 
The
Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of the liabilities in the normal course of business. The Company has $59,497 operating
loss, insignificant cash flow, accumulated deficit of $642,493 and no revenue for the years ended January 31, 2024. These factors as
discussed in Note 2 of the financial statements by the management which raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
 
Basis
of Opinion
 
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits. we
are required to obtain an understanding of internal control over financial reporting not for the purpose of expressing an opinion on
the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
 
Critical
Audit Matters
 
Critical
audit matters arising from the current period of the financial statements that were communicated or required to be communicated to the
audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially
challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on
the financial statements, taken as a whole, and we are not, by communicating the critical audit below, providing separate opinions on
the critical audit matters or the accounts or disclosures to which they relate.
 
During
the year ended January 31, 2024, the Company recorded $905,580 in earnings using the equity method of accounting. It is a critical audit
matter because of the significance in amount and required judgement in estimating its collectability. We assessed the reasonableness
and probability of this investment being collected. Hence, the Investment was not recognized in the fourth quarter.
 
We
have served as the Company’s auditor since 2021.
 
M.
S. Madhava Rao, Chartered Accountant
Bangalore,
India
May
30, 2024
 

23
 

 
PINEAPPLE
EXPRESS CANNABIS COMPANY
BALANCE
SHEET
As
of January 31, 2024 and January 31, 2023
(Audited)
 


  
January
    31, 2024  
January
    31, 2023 

ASSETS 
    
   

Current
    Assets 
$   
$- 

Cash
    and cash equivalents 
30  
- 

Total
    Current Assets 
 30  
 0 

  
    
   

Fixed
    Assets 
    
   

Equipment,
    software, leasehold improvement, net 
 1,840  
 2,300 

Total
    Fixed Assets 
 1,840  
 2,300 

  
    
   

Total
    Assets 
$1,870  
$2,300 

  
    
   

LIABILITIES
    AND STOCKHOLDERS’ EQUITY 
    
   

Liabilities 
    
   

Current
    Liabilities 
    
   

Accounts
    Payable 
$17,797  
$1,306 

Related
    party loan 
 -  
 45,344 

Deposit
    for Stock Purchase 
 -  
 500,000 

Total
    Current Liabilities 
 17,797  
 546,650 

  
    
   

Total
    Liabilities 
$17,797  
$546,650 

  
    
   

Commitments
    and Contingencies 
 -   
 -  

  
    
   

Stockholders’
    Equity 
    
   

Common
    stock, par value $0.001; 75,000,000 shares authorized, 20,744,550 and 19,004,550 shares issued and outstanding 
 20,745  
 19,005 

Additional
    paid in capital 
 887,902  
 19,641 

Subscription Receivable 
$(282,081) 
   

Accumulated deficit 
 (642,493) 
 (582,996)

Total
    Stockholders’ Deficit 
 (15,927) 
 (544,350)

  
    
   

Total
    Liabilities and Stockholders’ Equity 
$1,870  
$2,300 

 
See
accompanying notes, which are an integral part of these financial statements
 

24
 


 
081PINEAPPLE
EXPRESS CANNABIS COMPANY
STATEMENTS
OF OPERATIONS
Years
ended January 31, 2024 and January 31, 2023
(Audited)
 


  
Year
    ended  January 31, 2024  
Year
    ended  January 31, 2023 

  
   
  

REVENUES 
$-  
$5,385 

Cost
    of Goods Sold 
 -  
 - 

Gross
    Profit 
    
 5,385 

  
    
   

OPERATING
    EXPENSES 
    
   

General
    and Administrative Expenses 
 (59,497) 
 (21,704)

TOTAL
    OPERATING EXPENSES 
 (59,497) 
 (21,704)

 
    
   

Operating
    loss 
 (59,497) 
 (16,319)

  
    
   

Gain
    (loss) from operations before taxes 
 (59,497) 
 (44,443)

  
    
   

PROVISION
    FOR INCOME TAXES 
 -  
 - 

  
    
   

NET
    INCOME (LOSS) 
$(59,497) 
$(44,443)

  
    
   

NET
    INCOME PER SHARE: BASIC AND DILUTED 
$(0.01) 
$(0.00)

  
    
   

WEIGHTED
    AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 
 20,301,810  
 19,004,550 

 
See
accompanying notes, which are an integral part of these financial statements
 

25
 


 
PINEAPPLE
EXPRESS CANNABIS COMPANY
STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY
As
of January 31, 2024
 


  
Shares  
Amount  
Capital 
 
Subscription 
Deficit  
Deficit 

  
Common
    Stock  
Additional
    Paid-in 
 
Subscription 
AccumulatedEarnings
  
Total
    Stockholders’Earnings
 

  
Shares  
Amount  
Capital 
 
receivable 
(Deficit)  
(Deficit) 

  
   
   
  
 
  
   
  

Balance,
    January 31, 2022 
 3,734,550  
$3,735  
$17,756 
$
 - 
$(80,396) 
$(58,905)

  
    
    
   
 
  
    
   

Retirement of common stock 
 (2,800,000) 
 (2,800) 
 - 
 
  
 (458,157) 
 (460,957)

  
    
    
   
 
  
    
   

Issuance of common stock 
 18,070,000  
 18,070  
 1,885 
 
 - 
 -  
 19,955 

  
    
    
   
 
  
    
   

Net loss for the year
    ended January 31, 2023 
 -  
 -  
 - 
 
 - 
 (44,443) 
 (44,443)

  
    
    
   
 
  
    
   

Balance, January 31,
    2023 
 19,004,550  
$19,005  
$19,641 
$
 - 
$(582,996) 
$(544,350)

Balance 
 19,004,550  
$19,005  
$19,641 
 
 - 
$(582,996) 
$(544,350)

  
    
    
   
 
  
    
   

Issuance of common stock 
 1,740,000  
$1,740  
$868,261 
$
 282,081 
 -  
 870,001 

  
    
    
   
 
  
    
   

Net loss for the year ended January 31, 2024 
 -  
 -  
 - 
 
 - 
$(59,497) 
 (59,497)

Net loss 
 -  
 -  
 - 
 
 - 
$(59,497) 
 (59,497)

  
    
    
   
 
  
    
   

Balance, January 31,
    2024 
 20,744,550  
$20,745  
$887,902 
$
282,081 
$(642,493) 
$(15,927)

Balance 
 20,744,550  
 20,745  
$887,902 
$
 282,081 
$(642,493) 
$(15,927)

  
See
accompanying notes, which are an integral part of these financial statements
 

26
 


 
PINEAPPLE
EXPRESS CANNABIS COMPANY
STATEMENTS
OF CASH FLOWS
Years
ended January 31, 2024 and January 31, 2023
(Audited)
 


  
Year ended  January 31, 2024  
Year ended  January 31, 2023 

CASH FLOWS FROM OPERATING ACTIVITIES 
    
   

Net Loss 
$(59,497) 
$(44,443)

Common shares issued 
 42,576  
 - 

Adjustments to reconcile net loss to net cash from operating activities: 
    
   

Depreciation 
 460  
 2,816 

Change in prepaid expenses 
 -  
 - 

Change in accounts payable 
 16,491  
 (3,293)

Stock-based compensation 
 -  
 70 

Loss on disposal of equipment 
 -  
 10,124 

CASH FLOWS FROM OPERATING ACTIVITIES 
 30 
 (16,726)

  
    
   

CASH FLOWS FROM FINANCING ACTIVITIES 
    
   

Related party loan 
 - 
 11,872 

Capital Stock 
 -  
 - 

Loss of cash account in reverse merger transaction 
 -  
 (415)

CASH FLOWS FROM FINANCING ACTIVITIES 
 -  
 11,457 

  
    
   

NET CHANGE IN CASH 
 30  
 (5,269)

  
    
   

Cash, beginning of period 
 -  
 5,269 

  
    
   

Cash, end of period 
 30  
$- 

  
    
   

SUPPLEMENTAL CASH FLOW INFORMATION: 
    
   

Interest paid 
$-  
$- 

Income taxes paid 
$-  
$- 

 
See
accompanying notes, which are an integral part of these financial statements

 

27
 


 
PINEAPPLE
EXPRESS CANNABIS COMPANY
NOTES
TO THE FINANCIAL STATEMENTS
January
31, 2024
(Audited)
 
Note
1 – ORGANIZATION AND NATURE OF BUSINESS
 
Pineapple
Express Cannabis Company is based in Los Angeles, California. The Company’s wholly owned operating subsidiary, Ananas Growth Ventures,
serves as an incubator, helping early-stage ventures and startups in the cannabis sector through funding, mentoring, and training. The
Company is also engaged in legal cannabis retail through its 50% owned equity method investee, Pineapple Consolidated Inc. (“PCI”).
PCI runs Pineapple Express, a cannabis retailer and owns and manages retail cannabis ventures. PCI seeks to become a leading portfolio
management company in the U.S. cannabis industry. With its headquarters in Los Angeles, Pineapple Express is rapidly increasing its footprint
throughout California and is looking to scale into underdeveloped markets.
 
PCI
has executed management contracts for 10% revenue sharing with nine entities in which it holds an equity interest through its wholly
owned subsidiary, PNPL Holdings, Inc. Those entities are shown below:
 


 
●
    
PNPLXpress
    X, Inc. (“Van Nuys Dispensary”): 10% as of January 31, 2024 (dispensary and delivery).

 
 
 

 
●
    
Goldstar
    Industrees (“Northridge Dispensary”): 29% as of January 31, 2024 (dispensary and delivery).

 
 
 

 
●
    
PNPLXpress,
    Inc. (“Hollywood Dispensary”): 10% equity interest as of January 31, 2024 (dispensary and delivery).

 
 
 

 
●
    
PNPLXpress
    II, Inc. (“Northeast LA Dispensary”): 49% interest as of January 31, 2024 (dispensary and delivery).

 
 
 

 
●
    
Pineapple
    Equities, Inc. (“Beverly Grove Dispensary”): 24% equity interest as of January 31, 2024 (dispensary and delivery).

 
 
 

 
●
    
5660
    W. Pico & Hope (Mid-Wilshire Dispensary): 49% equity interest as of January 31, 2024 (dispensary and delivery).

 
 
 

 
●
    
2378
    Westwood Partners (Westwood Dispensary): 19% equity interest as of January 31, 2024 (dispensary and delivery). 

 
 
 

 
●
    
19841
    Ventura & Hope (Woodland Hills Dispensary): 49% equity interest as of January 31, 2024 (dispensary and delivery). 

 
 
 

 
●
    
1485
    W. Sunset & Hope (Echo Park Dispensary): 29% equity interest as of January 31, 2024 (dispensary and delivery).

 


28
 



 
PINEAPPLE
EXPRESS CANNABIS COMPANY
NOTES
TO THE FINANCIAL STATEMENTS
January
31, 2024
(Audited)
 
Note
2 – GOING CONCERN
 
The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
(“GAAP”), which contemplate continuation of the Company as a going concern. Therefore, there is substantial doubt about the
Company’s ability to continue as a going concern. The company has an operating loss of $59,497,
no
revenues, and 
for the year ended 2024. Management anticipates
that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends
to position itself so that it will be able to raise additional funds through the capital markets and also through income from its 50%
equity method investee.
 
Note
3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
 
Basis
of presentation
 
The
accompanying financial statements have been prepared in accordance with GAAP. The Company’s year-end is January 31.
 
Use
of Estimates
 
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Cash
and Cash Equivalents
 
The
Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
 
Income
Taxes
 
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available
evidence, are not expected to be realized.
 
Equipment
 
Equipment
is stated at cost, net of accumulated depreciation. The cost of equipment and software is depreciated using the straight-line method
over one and five years and the cost of leasehold improvement is depreciated using the straight-line method over one year. Expenditures
for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the equipment’s
useful life are capitalized. Equipment sold or retired, together with the related accumulated depreciation is removed from the appropriated
accounts and the resultant gain or loss is included in net income.
 
Basic
Income (Loss) Per Share
 
The
Company computes income (loss) per share in accordance with ASC 260 “Earnings per Share”. Basic loss per share is computed
by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the
period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive
loss per share excludes all potential common shares if their effect is anti-dilutive. For the year ended January 31, 2024 there were
no potentially dilutive debt or equity instruments issued or outstanding.
 

29
 

 
PINEAPPLE
EXPRESS CANNABIS COMPANY
NOTES
TO THE FINANCIAL STATEMENTS
January
31, 2024
(Audited)
 
Revenue
Recognition
 
The
Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts
with Customers”. ASC 606 adoption is on February 1, 2018. The core principle of ASC 606 is that an entity recognizes revenue to
depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying
the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step
3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize
revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information
about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract
balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations,
including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining
performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those
contracts. For the year ended January 31, 2023, the Company has generated $5,385 revenue.
 
Recent
Accounting Pronouncements
 
We
have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements
will have a material impact on the Company.
 
Impact
of COVID-19 on the Company
 
The
global outbreak of COVID-19 has led to severe disruptions in general economic activities, as businesses and governments have taken broad
actions to mitigate this public health crisis. Although the Company has not experienced any significant disruption to its business to
date, these conditions could significantly negatively impact the Company’s business in the future.
 
The
extent to which the COVID-19 outbreak ultimately impacts the Company’s business, future revenues, results of operations and financial
condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the
duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an
effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak
has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact,
including any economic downturn or recession that has occurred or may occur in the future.
 
As
a result of the impact of COVID-19 on capital markets, the availability, amount, and type of financing available to the Company in the
near future is uncertain and cannot be assured and is largely dependent upon evolving market conditions and other factors.
 
The
Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become
available.
 
Note
4 – Inter Company Investment
 
The
Company’s share $905,580
from its related party PCI equity method investee, as of January 31, 2024. This loan is unsecured, non-interest bearing and due on
demand. It was determined that it is more likely than not that this would not be collectable from its investee, PCI, and thus the
amount was not recognized.
 
Note
5 – COMMITMENTS AND CONTINGENCIES
 
The
Company currently subleases from PCI office space at 12301 Wilshire Blvd. #302, Los Angeles, CA 90025, at no charge.
 

30
 


 
PINEAPPLE
EXPRESS CANNABIS COMPANY
NOTES
TO THE FINANCIAL STATEMENTS
January
31, 2024
(Audited)
 
From
time-to-time, the Company is subject to various litigation and other claims in the normal course of business. The Company establishes
liabilities in connection with legal actions that management deems to be probable and estimable. No amounts have been accrued in the
financial statements with respect to any matters.
 
Note
6 – INCOME TAXES
 
The
Company adopted the provisions of uncertain tax positions as addressed in ASC 740 “Income Taxes” (“ASC
740”). As a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax
benefits. As of January 31, 2024, the Company had net operating loss carry forwards of approximately $358,411
that may be available to reduce future years’ taxable income. As a result of the Tax Cuts and Jobs Act of 2017, net operating
losses do not expire. Future tax benefits which may arise as a result of these losses have not been recognized in these financial
statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance
for the deferred tax asset relating to these tax loss carryforwards.
 
The
valuation allowance at January 31, 2024 was approximately $75,266. The net change in valuation allowance during the year ended January
31, 2024 was $75,266. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred income tax assets will not be realized.
 
The
ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which
those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected
future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined
that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a
full valuation allowance as of January 31, 2024. All tax years since inception remain open for examination by taxing authorities.
 
The
provision for Federal income tax consists of the following:
  SCHEDULE
OF FEDERAL INCOME TAX


  
As of  January 31, 2024  
As of  January 31, 2023 

Non-current deferred tax assets: 
    
   

Net operating loss carry forward 
$(358,411) 
 (16,833)

Valuation allowance 
$358,411  
 16,833 

Net deferred tax assets 
$-  
 - 

 
The
actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the year ended January 31, 2024 as follows:
  SCHEDULE
OF ACTUAL TAX BENEFIT


  
For the year ended  January 31, 2024  
For the year ended  January 31, 2023 

Computed “expected” tax expense (benefit) 
$(75,266) 
 (3,535)

Change in valuation allowance 
$76,266  
 9,628 

Actual tax expense (benefit) 
$-  
 - 

 
The
related deferred tax benefit on the above unutilized tax losses has a full valuation allowance not recognized against it as there is
no certainty of its realization. Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant
tax positions, other than those disclosed.
 
Note
7 – SUBSEQUENT EVENTS
 
In
accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to January 31, 2024, through
April 31, 2024, and has determined the following material subsequent events to disclose in these financial statements, other than shares
issuances. They are listed below:
 
1,000,000
of issued and outstanding shares were retired to treasury on or about March of 2024.
 
90,000 shares were sold resulting in $45,000 is cash received during Q1
2024.
 

31
 


 
Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
 
None
 
Item
9A(T) Controls and Procedures
 
Disclosure
Controls and Procedures.
 
The
Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended)
that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated
and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.
 
The
Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness
of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation,
our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s
disclosure controls and procedures were not effective.
 
Management’s
Report on Internal Controls over Financial Disclosure Controls and Procedures
 
Management
is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).
The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally
accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the
Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of January 31,
2024 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”).
 
A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented
or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of January 31,
2024, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
 


 
1.
We
    do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s
    view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s
    financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that
    is considered to be independent of management to provide the necessary oversight over management’s activities.

 

32
 


 


 
2.
We
    did not maintain appropriate cash controls – As of January 31, 2024, the Company has not maintained sufficient internal controls
    over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not
    require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the
    fact that the Company had limited transactions in their bank accounts.

 
 
 

 
3.
We
    did not implement appropriate information technology controls – As at January 31, 2024, the Company retains copies of all financial
    data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site
    storage of data in the event of theft, misplacement, or loss due to unmitigated factors. 

 
Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
 
As
a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control
over financial reporting as of January 31, 2024 based on criteria established in Internal Control- Integrated Framework issued by COSO.
 
System
of Internal Control over Financial Reporting
 
Our
management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
An
evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation
of our disclosure controls and procedures as of January 31, 2024. Based on that evaluation, our management concluded that our disclosure
controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules
and forms.
 
Changes
in Internal Control over Financial Reporting
 
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. As described above, the Company has concluded that the internal control over financial reporting is
ineffective in 2023 because of the material weakness identified by our independent auditor.
 

33
 


 
Item
9B. Other Information.
 
Adoption
or Termination of Trading Arrangements by Directors or Officers
 
During
the Company’s quarterly period ended January 31, 2024, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the
Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as
defined in Regulation S-K Item 408.
 
Adoption
or Termination of Insider Trading Arrangements and Policies
 
On
May 7, 2024, the Board of Directors adopted a Policy on Insider Trading.
 
PART
III
 
Item
10. Directors, Executive Officers, Promoters and Control Persons of the Company
 
The
name, age and titles of our executive officer and director are as follows:
 


Name
                                            and Address of Executive
Officer
    and/or Director
 
Age
 
Position

Matthew
                                            Feinstein,
12301
    Wilshire Blvd. #302, LA CA 90025
 
55
 
President,
                                            Treasurer, Secretary and Director
(Principal
    Executive, Financial and Accounting Officer)

 
During
the past ten years, Matthew Feinstein has not been the subject to any of the following events:
 


1.
    
Any
    bankruptcy petition filed by or against any business of which Matthew Feinstein was a general partner or executive officer either
    at the time of the bankruptcy or within two years prior to that time.

2.
    
Any
    conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3.
    
An
    order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently
    or temporarily enjoining, barring, suspending or otherwise limiting Mr. Feinstein’s involvement in any type of business, securities
    or banking activities.

4.
    
Found
    by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading
    Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

5.
    
Was
    the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority
    barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i)
    of this section, or to be associated with persons engaged in any such activity;

6.
    
Was
    found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities
    law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

7.
    
Was
    the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
    reversed, suspended or vacated, relating to an alleged violation of:

 


 
i.
    
Any
    Federal or State securities or commodities law or regulation; or

 
ii.
    
Any
    law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
    injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal
    or prohibition order; or

 
iii.
    
Any
    law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 


8.
    
Was
    the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
    (as defined in Section 3(a) (26) of the Exchange Act (15 U.S.C. 78c(a) (26))), any registered entity (as defined in Section 1(a)
    (29) of the Commodity Exchange Act (7 U.S.C. 1(a) (29))), or any equivalent exchange, association, entity or organization that has
    disciplinary authority over its members or persons associated with a member.

 

34
 


 
TERM
OF OFFICE
 
Our
director is appointed to hold office until the next annual meeting of our stockholders or until her respective successor is elected and
qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues.
 
DIRECTOR
INDEPENDENCE
 
Mr.
Feinstein does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market
(the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests,
such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor
any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made
a subjective determination as to Matthew Feinstein that no relationships exist which, in the opinion of our board of directors, would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination
is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and
discussed information provided by directors and us regarding our director’s business and personal activities and relationships
as they may relate to us and our management.
 
Item
11. Executive Compensation
 
MANAGEMENT
COMPENSATION
 
The
following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer as of
January 31, 2024 and 2023:
 
Summary
Compensation Table
 


Name
and Principal Position 
Year  
 Salary ($)  
 Bonus ($)  
Stock Awards ($)  
Option Awards ($)  
Non-Equity Incentive Plan Compensation ($)  
Nonqualified Deferred Compensation ($)  
All Other Compensation ($)  
Total ($) 

  
   
   
   
   
   
   
   
   
  

Matthew Feinstein, 
 January 31, 2024  
 -0-  
 -0-  
 -0-  
 -0-  
 -0-  
 -0-  
 -0-  
 -0- 

President and Treasurer 
 January 31, 2023  
 -0-  
 -0-  
 -0-  
 -0-  
 -0-  
 -0-  
 -0-  
 -0- 

 
There
are no current employment agreements between the company and its officer.
 
Matthew
Feinstein currently devotes all his time needed for planning and organizing activities to manage the affairs of the Company. He has agreed
to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At
this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the
compensation will be. There is no annuity, pension or retirement benefit proposed to be paid to the officer or director or employees
in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company
or any of its subsidiaries, if any.
 

35
 

 
Director
Compensation
 
The
following table sets forth director compensation as of January 31, 2024 and 2023:
 


Name 
Fees Earned or Paid in Cash ($)  
Stock Awards ($)  
Option Awards ($)  
Non-Equity Incentive Plan Compensation ($)  
Nonqualified Deferred Compensation Earnings ($)  
All Other Compensation ($)  
Total ($) 

 
   
   
   
   
   
   
  

Matthew Feinstein 
 0  
 0  
 0  
 0  
 0  
 0  
 0 

 
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The
following table sets forth certain information concerning the number of shares of our common stock, owned beneficially as of January
31, 2024 by: (i) each person (including any group), known to us to own more than five percent (5%) of any class of our voting securities,
(ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment
power with respect to the shares shown.
 


Title
of Class 
Name and Address of Beneficial Owner 
Amount
and Nature of 
Beneficial Ownership 
Percentage 

  
  
  
  

Common Stock 
Matthew Feinstein 
15,000,000 shares of common stock (direct) 
 74.97%

Common Stock 
Shawn Credle 
1,000,000 shares of common stock (direct) 
 5.1%

Common Stock 
Marco Rullo 
1,000,000 shares of common stock (direct) 
 5.1%

Common Stock 
Joshua Eisenberg 
1,000,000 shares of common stock (direct) 
 5.1%

 
(1)
A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned
by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares
are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of
shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these
acquisition rights.
 
Item
13. Certain Relationships and Related Transactions
 
Matthew
Feinstein is our officer, director, control person and promoter and he shall receive no compensation for the placement of any offerings
from the Company.
 
Item
14. Principal Accountant Fees and Services
 
During
fiscal year ended January 31, 2024, we incurred approximately $31,000 in fees to our principal independent accountants for professional
services rendered for the reviews of our financial statements for the quarters ended April 30, 2023, July 31, 2023 and October 31, 2023, as well as January 31, 2023 audit and quarterly reviews.
 

36
 


 
PART
IV
 
Item
15. Exhibits
 
The
following exhibits are included as part of this report by reference:
 


2.1
 
Share Exchange Agreement, dated as of December 18, 2022, among the Company, Pineapple Consolidated, Inc. and the stockholders of Consolidated, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2023).

 
 
 

2.2
 
Resignation, Separation and Release Agreement dated December 18, 2022 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2023).

 
 
 

3.1(i)
 
Restated Articles of Incorporation as filed with the State of Nevada on January 5, 2023 (incorporated by reference to Exhibit 3.1(i) to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2023).

 
 
 

10.1
 
Promissory Note, dated December 18, 2022, from the Company to PCI (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 19, 2023).

 
 
 

19.1
 
Insider Trader Policy, adopted by the registrant on May 7, 2024.

 
 
 

31.1*
    
 
Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 
 
 

31.2*
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 
 
 

32.1*
    
 
Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 
 
 

32.2*
 
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
 
 

101.INS
 
Inline
    XBRL Instance Document.

 
 
 

101.SCH
 
Inline
    XBRL Taxonomy Extension Schema Document.

 
 
 

101.CAL
 
Inline
    XBRL Taxonomy Extension Calculation Linkbase Document.

 
 
 

101.DEF
 
Inline
    XBRL Taxonomy Extension Definition Linkbase Document.

 
 
 

101.LAB
 
Inline
    XBRL Taxonomy Extension Label Linkbase Document.

 
 
 

101.PRE
 
Inline
    XBRL Taxonomy Extension Presentation Linkbase Document.

 
 
 

104
 
Cover
    Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)

 


*
Filed
    herewith.

 


37
 

 

SIGNATURES
 
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized in Los Angeles on May 31, 2024.
 


 
PINEAPPLE
    EXPRESS CANNABIS COMPANY

 
 
 

 
By:
/s/
    Matthew Feinstein

 
Name: 
Matthew
    Feinstein

 
Title:
President (Principal
    Executive, Financial and Accounting Officer)

 


38


 

